Terms And Conditions

This Master Agreement (“Master Agreement”) is between Dun & Bradstreet Information Services India Private Limited ("D&B") and the customer named in the Order ("Customer”) and is effective as of the date set forth below Customer’s signature in the Order or, if entered into electronically, the date on which Customer electronically accepts the Order and this Master Agreement (“Effective Date”). In consideration of the mutual obligations set forth in this Master Agreement, each party agrees to the terms and conditions below and represents that this Master Agreement is executed by duly authorized representatives. Customer and D&B may be sometimes referred to in this Master Agreement each individually as a “party” or collectively as the “parties”.

1. Definitions

The definitions for the defined terms used in the Agreement are contained below or in the body of the Agreement.

1.1. “Affiliates” means entities that control, are controlled by, or are under common control with, a party to the Agreement.

1.2. “Agreement” means this Master Agreement, any Orders, addendum, statements of work, and schedules.

1.3. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business, the Prevention of Corruption Act, the Foreign Contribution Regulation Act and any other applicable anti-corruption legislation, guidelines and industry standards from time-to-time in force in a relevant jurisdiction.

1.4. Applicable Privacy Legislation” means applicable data protection legislation including implementing legislation, from time-to-time in force in a relevant jurisdiction, relating to the use and processing of Personal Information in that jurisdiction, including, without limitation, European Union Regulation 2016/679 (GDPR) and the CCPA.

1.5. “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.

1.6. “CCPA Requests” has the meaning set forth in the CCPA.

1.7. “Claim” means any third party claim, demand, suit or proceeding.

1.8. “Confidential Information” means information provided by Discloser to the Recipient that Discloser designates in writing to be confidential, or information that the Recipient ought to reasonably know is confidential.

1.9. “Contact Information” means professional information D&B collects and compiles relating to a person in the context of business which may include but is not limited to names, titles, business phone, e-mail addresses and physical addresses.

1.10. “Contractor” means third parties provided with Information or accessing the Services solely to support Customer.

1.11. “Customer Controlled Environment” means a computer network (including those accessed via VPN), facility or location that is owned, used or leased by Customer or under Customer’s operational control.

1.12. “D&B Data Processing Agreement” means the agreement retained at www.dnb.co.uk/dpa as updated from time to time as required of D&B by Applicable Privacy Legislation.

1.13. “D&B Group” means Dun & Bradstreet Holdings, Inc. and each of its affiliates and subsidiaries from time to time.

1.14. “Data Subject” means an identified or identifiable natural person.

1.15. “Discloser” means the party disclosing Confidential Information.

1.16. “Documentation” means any manuals, instructions or other documents or materials that D&B provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

1.17. “Information” means information D&B collects and compiles on business entities anywhere in the world which may include, but is not limited to, business information, legal or financial data, Contact Information, D-U-N-S® Numbers, and ratings on such business entities.

1.18. “Insolvency Event” means: (i) if a party convenes a meeting of its creditors, make a voluntary arrangement or proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors; (ii) if a party shall be unable to pay its debts; (iii) if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any material part of the business or assets of a party; and/or (iv) if a meeting is convened for the purpose of considering a resolution, or other steps are taken for the winding up of any party (otherwise than for the purpose of an amalgamation or reconstruction) or for the making of an administration order or other appointment of an administrator in respect of a party, or any such order or appointment is made or effective resolution is passed to wind up a party.

1.19. “Intellectual Property Rights” means: (i) rights in, and in relation to, any patents, designs, design rights, trademarks, trade and business names (including all goodwill associated therewith), copyright, moral rights, trade secrets, database rights, domain names, topography rights and utility models, and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; and (ii) all other intellectual property rights and forms of protection of a similar nature or having equivalent or similar effect and which may subsist anywhere in the world;

1.20. “License” means a non-exclusive, non-sublicensable, non-transferable, limited license.

1.21. “Losses” means all losses, costs and damages, including reasonable counsel fees.

1.22. “Non-Operational” means not used to support the on-going operations of the Customer such that Information is not susceptible to use as a substitute for the Services licensed by D&B.

1.23. “Order” means the ordering document for Services which may include particular Service-specific terms and conditions which has been accepted by D&B in accordance with the terms of this Master Agreement.

1.24. “Personal Data” or “Personal Information” shall have the same meaning as defined under Applicable Privacy Legislation.

1.25. “Privacy Notice” means D&B’s privacy notice located at https://www.dnb.com/utility-pages/privacy-policy.html .

1.26. “Recipient” means the party receiving Confidential Information.

1.27. “Representatives” means employees and vendors of the Recipient as further described in the Confidentiality Section of this Master Agreement.

1.28. “Services” means Information, Software, and other products and services, identified in Orders entered into from time to time by D&B and Customer.

1.29. “Software” means computer programs or applications (including those accessed remotely), documentation, and media supplied to Customer from time to time by D&B pursuant to an Order.

1.30. “Territories” means those countries or regions identified as such in a particular Order.

1.31. “Third Party Providers” means third parties that provide data, Software or services to D&B for use in providing the Services to D&B customers.

1.32. “Unauthorized Code” means any virus, trojan horse, worm, or any other software routines or hardware components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data.

2. Scope of Agreement

2.1. D&B shall, subject to the Agreement, make available to Customer the Services identified in Orders entered into from time to time by D&B and Customer. Where there is a conflict between the terms of any Order and this Master Agreement, the terms of the Order shall control with respect to the Services set forth in such Order and solely to the extent of the conflict. The D&B Services licensed under an Order are subject to D&B’s Global Product and Data Lifecycle Policy, as set forth at https://www.dnb.com/product-lifecycle-policy.html.

3. Licenses

3.1. License Grant. D&B grants to Customer a License to use and display the Information and Software (in object code format only) constituting the Services specified in an Order, in the Territories and at the locations specified in that Order. Customer shall not set up or share any user IDs, passwords or Information with persons located outside the Territories. All rights not expressly granted hereunder are reserved to D&B.

3.2. Term. Each License is for a term specified in the Order (“Initial Term’). The Initial Term and any renewal period for an Order or License constitute "the Term" for such Order or License.

3.3. Affiliates of either party may execute Orders for Services on their own behalf governed by this Master Agreement as if such Affiliate had entered this Master Agreement itself (and any reference in the Order to the Master Agreement between a party and such Affiliate shall be deemed to mean this Master Agreement). For purposes of an Order, the parties executing the Order are deemed “Customer” or “D&B”, as applicable.

3.4. In the event a particular Order allows for Customer to make Services available to its Affiliates, Affiliates are bound by the same terms and conditions as Customer under the Agreement and Customer is responsible and liable for the Affiliates’ acts and/or omissions which if done by Customer itself would be a breach of the Agreement.

3.5. Beta Products. From time to time D&B may invite Customer to try, at no charge, products or services that are not generally available to D&B’s customers (“Beta Products”). Customer may accept or decline any such trial in its sole discretion. Any Beta Products will be designated as beta, pilot, limited release, developer preview, or non-production. Customer shall not use the Beta Products for any purpose other than to evaluate the viability of the Beta Product concept and provide feedback to D&B to support a commercial release. The Beta Product is not supported and may contain bugs or errors. D&B may discontinue the Beta Product at any time in its sole discretion.

3.6. Sample Data. Upon Customer’s request and at D&B’s discretion, D&B may provide a limited amount of Information to Customer for a period of thirty (30) days for evaluation purposes only and not for any commercial or production purposes (“Sample Data”). Sample Data will be designated as sample data or proof of concept data. Sample Data is provided without warranty of any kind.

4. Terms of Use

4.1. Services are licensed for internal use only by Customer's employees with a need to know for the purpose identified in the Order. Use of Services by the Customer shall be subject to the usage limit specified in the Order, if any. Customer will not provide Services to third parties, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical, comparative, or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); or produce Information in legal proceedings, unless required by law. Where Customer receives a subpoena, summons, warrant or governmental order requiring it to produce any Information in legal proceedings, the Customer shall (where permitted and practicable) (i) promptly notify D&B with details of the requirement and the Information it intends to produce, and (ii) take all reasonable steps (a) to minimise the Information produced and (b) to obtain written confidentiality undertakings in its favour with respect to any Information produced.

4.2. Contractors. Notwithstanding the foregoing, Customer may allow Contractors to access and use the Services on behalf of Customer, provided that such Contractors use the Services in accordance with the Agreement. However, Customer must have written approval of D&B prior to providing access to a Contractor for use outside of a Customer Controlled Environment. Customer is liable to D&B for any use or disclosure by any Contractor of Services not for the benefit of Customer or, which, if done by Customer itself, would be a breach of the Agreement.

4.3. Customer will not attempt to reverse engineer any Services or access, use, modify, copy, or derive the source code of, any Software.

4.4. Customer will not systematically access or extract (or “scrape”) Information from the Software (outside of the features available within the Software for exporting Information), including by the use of any engine, software, agent, spider, bot, or other device or mechanism.

4.5. Customer will not use Information (i) as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family, household or employment purposes; or (ii) in any manner that would cause such Information to be construed as, a “Consumer Report” as defined in the U.S. Fair Credit Reporting Act or that would subject such Information or D&B to comparable consumer credit laws in other jurisdictions. In addition, Customer will not use any Service to engage in any unfair or deceptive practices and will use the Services only in compliance with all applicable local, state, central and international laws, rules, regulations or requirements, including, but not limited to, Applicable Privacy Legislation, laws and regulations relating to economic and trade sanctions, and laws and regulations regarding telemarketing, customer solicitation (including fax advertising, wireless advertising, cell phone telemarketing, internet and mobile advertising, and/or e-mail solicitation), data protection and privacy. Services shall be used for a lawful purposes only and may not be used to endanger the state security, public interests, or legitimate interests of citizens or organizations of any country.

4.6. If applicable based on Customer’s use of third party consumer credit reports within a Service, Customer will use such third party consumer data solely in compliance with applicable law, including, but not limited to, the Fair Credit Reporting Act (including having a "Permissible Purpose" to obtain a consumer credit report), the federal Equal Credit Opportunity Act, as amended, and their state and international counterparts.

4.7. Obligation to Delete. Upon expiration or termination of a License with respect to a particular Service, or upon receipt of a Service that is intended to supersede previously obtained Service(s), Customer will promptly delete or destroy all originals and copies of the Information and/or Software, as applicable, including all Information or Software provided to Contractors as permitted by Contractors Section hereof; and upon request, provide D&B with a certification thereof. Notwithstanding the foregoing, Customer is granted a perpetual, limited, non-transferable and non-assignable license to retain copies of such Information in the form of hard copies or in Non-Operational systems, made in the normal course of business, solely for historical and/or archival (meaning disaster recovery, compliance, and as evidence of Customer’s prior use of Information for regulatory compliance) purposes and not for any other continuing use (“Retained Information”). Customer is prohibited from using such Retained Information for any commercial purposes or as a substitute for the Services licensed by D&B. The obligation to cease using and delete Information shall not apply to names, addresses (street, city, state, and zip code), phone numbers, fax numbers, and email addresses to the extent the subject to whom the Information relates has (x) become a customer or supplier of Customer, or (y) engaged with Customer to become a customer or supplier of Customer.

4.8. D&B may, at its own expense, appoint a reputable third party to audit Customer’s records and applicable computer systems, no more frequently than once a year, provided that such audits are conducted with reasonable notice (of not less than 10 working days), during Customer’s normal working hours, and in such a way as not to interfere unduly with the operation of Customer’s business; or if requested by D&B, an officer of Customer will certify that it is in compliance with the Agreement. D&B agrees to treat all information obtained in the course of any such audit as confidential; and that such information shall not be used for any purpose except to verify compliance with the Agreement. If required by Customer, D&B will enter into a confidentiality agreement (in a form reasonably acceptable to D&B) in respect of any information that its representative may incidentally acquire while carrying out an inspection.

5. D-U-N-S® Numbers

5.1. D-U-N-S® Numbers are proprietary to and controlled by D&B. D&B grants Customer a non-exclusive, perpetual, limited license to use D-U-N-S® Numbers (excluding linkage D-U-N-S® Numbers) solely for identification purposes and only for Customer's internal business use. Where practicable, Customer will refer to the number as a "D-U-N-S® Number" and state that D-U-N-S is a registered trademark of D&B.

6. Payment

6.1. Customer will pay D&B in accordance with each Order, or if not stipulated in the Order, within thirty (30) days of the relevant invoice date.

6.2. The fees do not include, and Customer will pay any applicable taxes relating to the Agreement (together with any applicable VAT), other than taxes based on D&B income and franchise-related taxes.

6.3. A late payment charge of 1.5% per month may be applied to any outstanding and undisputed fees due from Customer to D&B until paid. Without prejudice to any other rights or remedies of D&B under this Master Agreement, an applicable Order or at law, if any fees remain unpaid (i) for more than fifteen (15) days beyond their due date D&B may upon giving Customer not less than forty-eight (48) hours’ notice (email is permitted) suspend access to, and/or use of, the Services to which the outstanding fees relate until paid, and/or (ii) for more than thirty (30) days beyond their due date: (a) D&B may (if applicable) cancel a relevant installment payment plan without prior notice whereupon all fees due shall become immediately payable in full; and/or (b) D&B may upon giving Customer not less than forty-eight (48) hours’ written notice cancel the Order to which the outstanding fees relate.

6.4. Owing to the changes in the tax laws, any increase in goods and services taxes, on accounts of GST legislation(s) shall be to account of Customer. Parties shall always comply with the extant GST legislation(s). Customer shall clearly mention the ‘BILL TO’ and ‘SHIP TO’ addresses in the purchase order(s), if any, to be issued by Customer pursuant to any Order, if not provided hereinabove. Customer shall provide correct GST registration details to D&B. D&B shall not be responsible to verify the same and shall rely on the details provided by Customer, while raising the invoice(s) under any Order. In case of failure on part of Customer to provide the GST registration details, Customer shall be treated by D&B as unregistered under the GST legislation(s) and Customer shall be required to provide a declaration in this behalf to D&B.

7. Warranties and Disclaimers

7.1. D&B and Customer each represent and warrant that: (i) it has the right to enter into the Agreement; (ii) it has all necessary legal rights, title, consents and authority to disclose information (including Confidential Information and Personal Information) to the other in accordance with the Agreement; (iii) in using and making available (as appropriate) the Services, it will comply with all applicable laws, regulations and directives.

7.2. D&B represents that (i) the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations; and (ii) to D&B's knowledge, the Information and Software, when used in accordance with the Agreement, do not violate any existing third party Intellectual Property Rights in the Territories, as at the effective date of the applicable Order.

7.3. D&B represents and warrants that all Services will be performed with commercially reasonable care and skill by qualified individuals.

7.4. D&B represents and warrants that it has taken commercially reasonable efforts (i.e., scanning with current versions of antivirus software) to determine that the Software provided hereunder does not contain or will not contain any Unauthorized Code. In the event D&B discovers or is notified of any such Unauthorized Code in the Software, D&B shall promptly remove such Unauthorized Code in the Software.

7.5. D&B represents and warrants that the Software will perform all material functions and features as set forth in the Documentation.

7.6. EVERY BUSINESS DECISION, TO SOME DEGREE, REPRESENTS AN ASSUMPTION OF RISK AND THAT D&B IN FURNISHING INFORMATION DOES NOT ASSUME CUSTOMER'S RISK. D&B IS ONE TOOL IN CUSTOMER’S DECISION-MAKING PROCESSES. THEREFORE, ALL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. THOUGH D&B USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND TO PROMOTE DATA ACCURACY, OTHER THAN AS EXPLICITLY STATED IN THE AGREEMENT, D&B AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, SATISFACTORY QUALITY, CONFORMITY WITH DESCRIPTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D&B DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE.

7.7. The foregoing warranties do not apply to the extent Customer modifies the Information or Software in any way, or combines the Information or Software with material not supplied by D&B.

8. Protection of Proprietary Rights

8.1. The Information and Software are proprietary to D&B and may include copyrighted works, trade secrets, patented or patentable inventions, databases or other materials created by D&B at great effort and expense. Customer will not contest the validity of, or D&B’s Intellectual Property Rights in or ownership of, the Information or Software in any way. Customer will not remove D&B's copyright and proprietary rights legend from any Information and Software which are so marked when received.

8.2. Neither party will use the trade names, trade marks or service marks of the other party in any news release, publicity, advertising, or endorsement without the prior written approval of the other party.

8.3. Confidentiality. The Recipient will treat all Confidential Information in the same manner as Recipient treats its own Confidential Information of a similar nature provided that: i) Recipient may share such information with its Representatives, with a need to know and/or in order to fulfill the obligations pursuant to the Agreement, in furtherance of the provision of Services hereunder, that are subject to confidentiality obligations substantially as restrictive as those set forth in this Section and ii) Recipient assumes responsibility for such Representative’s use of such information. Neither party shall disclose the negotiated pricing or terms of the Agreement, to any third party. Confidential Information shall not include (a) Information and Services licensed pursuant to the Agreement; or (b) information that (i) is or becomes a part of the public domain through no act or omission of Recipient; (ii) was in Recipient’s lawful possession prior to Discloser’s disclosure to Recipient; (iii) is lawfully disclosed to Recipient by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently developed by Recipient without use of or reference to the Confidential Information.

8.4. Each party shall implement and maintain security measures with respect to the Confidential Information, D&B Information and Software in its possession that effectively restrict access only to employees and Contractors with a need to know for the purpose identified in the Order, and protect such Confidential Information, Information and Software from unauthorized use, alteration, access, publication and distribution. D&B will comply with the security principles and controls located at https://www.dnb.com/about-us/company/our-security.html. In no event shall either party’s security measures be less restrictive than those each party employs to safeguard its confidential information of a similar nature. Upon expiration or termination of this Master Agreement or a particular Order, the Recipient will delete the applicable Confidential Information upon request or, absent such a request, in accordance with Recipient’s records management policy.

9. Termination

9.1. In the event of material breach of the Terms of Use or Protection of Proprietary Rights Sections of this Master Agreement, the non-breaching party may immediately terminate this Master Agreement and any impacted Orders without prior notice; or D&B may, with notice, suspend Customer’s access to the Services subject to such breach if necessary to prevent any ongoing impairment of D&B’s intellectual property rights. In the event of material breach of any other part of the Agreement by Customer or D&B, the non-breaching party may terminate this Master Agreement and any impacted Orders if such breach is not cured within thirty (30) days of written notice of breach.

9.2. Termination of this Master Agreement will result in a termination of all outstanding Orders.

9.3. Survival. The provisions set forth in the following named Sections will survive the termination of this Master Agreement: Terms of Use, D-U-N-S® Numbers, Warrants and Disclaimers, Protection of Proprietary Rights, Survival, Limitation of Liability; Indemnification, and Choice of Law; Disputes.

9.4. Either party may terminate this Master Agreement and any impacted Orders immediately by notice in writing if the other party suffers an Insolvency Event.

10. Limitation of Liability; Exclusions; Indemnification

10.1. EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS OWN OR THAT OF ITS EMPLOYEES', AGENTS’ OR SUBCONTRACTORS’ NEGLIGENCE, OR FOR FRAUDULENT MISREPRESENTATION, SHALL NOT BE LIMITED.

10.2. NEITHER PARTY NOR D&B’S THIRD PARTY PROVIDERS WILL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, LOST REVENUES, OR LOSS OF BUSINESS OPPORTUNITY, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

10.3. Subject to the foregoing:

10.3.1. Nothing in this Master Agreement or in any Order will operate to exclude or limit a party’s indemnity obligations, or a party’s liability for breach of Section 7.1 or 7.2 (Compliance warranties), 8 (Protection of Proprietary Rights), or for Customer’s unauthorized use, disclosure, or distribution of Services.

10.3.2. EACH PARTY’S AND D&B’S THIRD PARTY PROVIDERS’ AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR ORDER WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE (INCLUDING IN EACH CASE NEGLIGENCE), WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE 6-MONTH’S PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LOSS, DAMAGE, INJURY, COST OR EXPENSE OCCURRED, OR RUPEES TWO LAKH WHICHEVER IS LESS.

10.4. Indemnification

10.4.1. D&B shall defend or settle at its expense any Claim arising from or alleging infringement of any applicable copyrights, patents, trademarks, or other intellectual property rights of any third party by the Services furnished under the Agreement (but not to the extent Customer modifies the Services in any way or combines the Services with material from third parties and such modification or combination is the cause of the infringement). In addition, if any Service (or part thereof) becomes, or is likely to become, the subject of any Claim alleging infringement of any intellectual property right, D&B, at its own expense shall take one of the following actions: (i) secure for the Customer the right to continue using the Service; (ii) replace or modify the Service to make it non-infringing; provided, however, that such modification or replacement shall not degrade the operation or performance of the Service, or (iii) terminate the Order as to the infringing Service and issue a pro-rata refund of fees for the infringing Service.

10.4.2. Each party shall defend or settle at its expense any Claim arising from or alleging breach of applicable law with respect to its provision or use of the Services, as applicable.

10.4.3. The indemnifying party shall indemnify and hold the indemnified party harmless from and pay any and all Losses attributable to such Claim. The indemnified party shall give the indemnifying party prompt notice of any Claim and shall use reasonable efforts to mitigate any Losses. The indemnifying party shall have the right to control the defense of any such Claim, including appeals, negotiations and any settlement or compromise thereof, provided that (i) if the indemnified party is Customer, Customer shall have the right to approve the terms of any settlement or compromise that adversely impact Customer’s use of the Services, such approval not to be unreasonably withheld; and (ii) if the indemnified party is D&B, D&B shall have the right to approve the terms of any settlement or compromise, such approval not to be unreasonably withheld. The indemnified party shall provide all reasonable cooperation in the defense of any Claim. This section provides Customer’s exclusive remedy for any infringement Claims or damages.

11. Choice of Law; Disputes

11.1. The laws of India (without giving effect to its conflicts of law principles) govern all matters, including tort claims, arising out of or relating to this Master Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any disputes arising out of this Master Agreement that cannot be resolved by the parties will be brought before the competent courts of Mumbai.

12. Privacy Terms.

12.1. Compliance. To the extent that Customer transfers to D&B, under a particular Order, Personal Information subject to Applicable Privacy Legislation, D&B will process such Personal Information in accordance with (i) the D&B Data Processing Agreement, which is hereby incorporated into this Master Agreement, and/or (ii) this Master Agreement, as applicable. Where applicable and only to the extent that Customer licenses Personal Information from D&B subject to Applicable Privacy Legislation, Customer and D&B hereby enter into the Controller-to-Controller Standard Contractual Clauses included within the D&B Data Processing Agreement, as the basis for the onward transfer of such Personal Information from D&B to Customer, and Customer confirms that it has the technical and organizational measures to comply with such Standard Contractual Clauses in accordance with the attestation set forth in Exhibit A hereto.

12.2. Contact Information has not been obtained directly from Data Subjects and Data Subjects have not opted in or otherwise expressly consented to receiving direct marketing, nor has D&B scrubbed Contact Information against wireless suppression lists, Do-Not-Call lists or other opt out lists (other than its own). Customer should check the local marketing legislation applicable to the Data Subjects prior to direct marketing. Contact Information may only be used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession. It is Customer’s responsibility to observe any indicators D&B provides to Customer indicating the Data Subject has expressly objected to receiving direct marketing (as well as their own and any applicable opt out lists) prior to any direct marketing. Opt-out provisions and/or opt-out links in Customer’s marketing and sales materials shall not pertain to opting out of D&B’s marketing lists and/or databases.

12.3. Customer will not provide D&B any sensitive personally identifiable information such as Social Security number, driver’s license number, passport number or other government issued identification, account number, credit or debit card number (other than Customer’s own card for payment purposes, if applicable), or personal identification number, login, or password that would permit access to the person’s account, or any special categories of personal data such as racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic or biometric data for the purpose of uniquely identifying a natural person, personal health information, data concerning a natural person’s sex life or sexual orientation, data relating to criminal convictions and offences, or such other special categories defined as such by Applicable Privacy Legislation.

12.4. CCPA. D&B certifies that D&B will comply with its obligations under the CCPA. D&B’s Privacy Notice may be used as documentation of D&B’s compliance with CCPA notice obligations. D&B will honor any CCPA Requests passed on by Customer, where required to comply by the CCPA and CCPA regulations issued by the California Attorney General. To the extent that Customer provides to D&B Personal Information subject to the CCPA, unless otherwise disclosed in writing and consented to by Customer, D&B will not sell such Personal Information provided by Customer. D&B will process, retain, use, disseminate, disclose, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information only on behalf of Customer and only as necessary to fulfill the business purpose under this Master Agreement or applicable Orders. If applicable based on Customer’s licensing of Personal Information subject to the CCPA, Customer warrants that Customer will honor any CCPA Opt-out requests passed on by D&B. To receive or submit CCPA Requests, Customer will register at https://support.dnb.com/?prod=CCPARequests.

13. Miscellaneous

13.1. The Agreement constitutes the entire agreement between D&B and Customer regarding the Services. All prior master agreements, both oral and written, between the parties on the matters contained in this Master Agreement are expressly cancelled and superseded by this Master Agreement. Any Order in effect as of the Effective Date of this Master Agreement, regardless of such Order’s effective date, and notwithstanding anything to the contrary contained therein, shall be subject to this Master Agreement. Any amendments of or waivers relating to this Master Agreement must be in writing signed by the party, or parties, to be charged therewith, provided that in no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between D&B and Customer hereunder.

13.2. The Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, either party may assign the Agreement to any of its affiliated companies or in connection with a merger or consolidation (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of its assets (so long as the assignment is to the acquirer of such assets). Notwithstanding the foregoing, an assignment to a competitor of the non-assigning party will allow the non-assigning party to terminate the Agreement within sixty (60) days.

13.3. If any provision of this Master Agreement or an Order shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Master Agreement or an Order and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

13.4. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Master Agreement, an Order or at law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Master Agreement or an Order this shall not operate as a waiver of any subsequent breach. All rights and remedies expressly granted in this Master Agreement or an Order are cumulative and do not affect any other rights or remedies which either party may otherwise have at law.

13.5. D&B shall not be liable for any delay in performing, or failure to perform, any of its obligations under this Master Agreement or any Order if such delay or failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances D&B shall be entitled to a reasonable extension of the time for performing such obligations, provided that, if the period of delay or non-performance continues for thirty (30) consecutive days, Customer may cancel the affected Order by giving not less than thirty (30) days written notice to D&B.

13.6. Save as permitted by Section 13.7 below, any notice, demand or other communication to be served on a party shall be in writing and may only be served by sending it by pre-paid recorded delivery, registered post or by delivering it personally to, in the case of D&B, the address specified in the most recent invoice to Customer, and in the case of the Customer, the address specified in the last Order placed with D&B (or such other address as a party shall have previously notified the other in writing or an applicable Order) and shall be deemed duly served two (2) business days (Monday to Friday only, excluding public holidays in the applicable jurisdiction) after posting. Any notice addressed to D&B must be clearly marked “For the attention of: The Legal Department”. In proving service of the same it shall be sufficient to prove that such notice was correctly addressed and delivered to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter.

13.7. Email may be used for routine communication and where otherwise expressly permitted in this Master Agreement or an Order, provided that such emails are sent between an authorized valid corporate email account of each party as notified by the parties to one another from time to time. For the avoidance of doubt, e-mail notices shall not amount to notice in writing or a written instrument for the purposes of Section 13.6.

13.8. Except as provided herein, a person who is not a party to this Master Agreement has no right under the Master Agreement or at law to rely upon or enforce any term of this Master Agreement.

Exhibit A – Data Protection Safeguards Attestation

Customer understands that D&B is relying on D&B Group’s implementation of appropriate technical and organizational measures to protect Personal Information provided to Customer by D&B. Customer has reviewed its obligations pursuant to this Agreement and the Controller-to-Controller Standard Contractual Clauses and attests that it has in place at least any one of the following mechanisms to protect Personal Information:

Binding Corporate Rules

Privacy Shield Certification

APEC Cross-Border Privacy Rule Certification

ISO 27001 Certification

ISO 27701 Certification

TRUSTe Privacy Certification

VeraSafe Privacy Program Certification

TÜV Data Protection Certification

Bureau Veritas’ Data Protection Certification

GDPR Validation

EDAA Certification

HITRUST CSF Certification

JIPDEC PrivacyMark

Other Privacy or Data Protection Certification or Trustmark

SOC 2, Type II

PCI DSS Attestation of Compliance

EU Cloud Code of Conduct

CSA CoC for GDPR Compliance

CSA STAR

ISO 27018 Certification

ISO 27017 Certification

APEC PRP Certification

NIST Privacy Framework

NIST Security Framework